US Shareholders Sample Clauses

US Shareholders. The New GVC Shares have not been, and will not be, registered under the US Securities Act, or under the securities laws of any state or other jurisdiction of the United States. Accordingly, the New GVC Shares may not be offered, sold, resold, delivered, distributed or otherwise transferred directly or indirectly, in or into the United States absent registration under the US Securities Act or an exemption therefrom. The New GVC Shares are expected to be issued pursuant to the Scheme in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof. Under the US federal securities laws, persons who are or will be deemed to be affiliates (as defined under the US Securities Act) of GVC after the Effective Date may not resell the New GVC Shares received under the Scheme without registration under the US Securities Act, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. Whether a person is an affiliate of a company for such purposes depends upon the circumstances, but affiliates of a company can include certain officers and directors and significant shareholders. xxxx.xxxxx Shareholders who believe they may be affiliates of GVC after the Effective Date for the purposes of the US Securities Act should consult their own legal advisers prior to any resale of New GVC Shares received under the Scheme. For the purposes of qualifying for the exemption from the registration requirements of the US Securities Act afforded by Section 3(a)(10), xxxx.xxxxx will advise the Court through counsel that its sanctioning of the Scheme will be relied upon by xxxx.xxxxx and GVC as an approval of the Scheme following a hearing on its fairness, at which hearing all xxxx.xxxxx Shareholders are entitled to attend in person or through counsel to support or oppose the sanctioning of the Scheme and with respect to which notification has been given to all xxxx.xxxxx Shareholders.
Sample 1
AutoNDA by SimpleDocs
US Shareholders. The Holders of Exro Shares or of securities convertible into Exro Shares who are US Persons do not hold Exro Shares or securities that when converted represent Exro Shares exceed 10% of the issued and outstanding Exro Shares on the Effective Date. Exro acknowledges that the BioDE Shares have not been and will not be registered under the 1933 Act or the securities laws of any state and may not be offered or sold, directly or indirectly, in the United States without registration under the 1933 Act and the applicable laws of all applicable states or an exemption from such registration requirements and Exro further acknowledges that BioDE has no present intention of filing a registration statement under the 1933 Act in respect of the BioDE Shares.
Sample 1
US Shareholders. Each Shareholder other than Blue Ridge China, EI and the Xxxxxxx Holders shall promptly notify Blue Ridge China and EI if any person transfers or acquires any direct or indirect interest in such Shareholder, or upon the occurrence of any other event that would result in any person becoming a United States Shareholder (a defined in Section 951(b) of the U.S. Internal Revenue Code of 1986, as amended (“IRC”)) with respect to either the Company or any of its Subsidiaries by reason of such person owning (or being treated as constructively owning upon application of the attribution and constructive ownership rules set forth in IRC section 958 and the Treasury Regulations thereunder) any interest in the Company or any of its Subsidiaries through such Shareholder; provided that such Shareholder shall so notify Blue Ridge China and EI with respect to U.S. Shareholders of publicly-traded shares of such Shareholder only upon it becoming aware of such transfer or event; provided, further that such Shareholder shall not be required to comply with this Section 4.6 in the event compliance therewith would violate applicable public securities law.
Sample 1
US Shareholders. (a) Each U.S. Shareholder is an “accredited investor” as defined in Rule 501(a) promulgated under the Securities Act;
Sample 1
US Shareholders. To the best of its knowledge, none of the shareholders of Braingrid are U.S. Persons, as that term is defined in Regulation S promulgated in the United States Securities Act of 1933, as amended, and Braingrid acknowledges that it is aware that the Resulting Issuer Shares have not been and will not be registered under the Securities Act of 1933 or the securities laws of any state and may not be offered or sold, directly or indirectly, in the United States without registration under the Securities Act of 1933 and the applicable laws of all applicable states or an exemption from such registration requirements and Braingrid further acknowledges that Match has no present intention of filing a registration statement under the Securities Act of 1933 in respect of the Resulting Issuer Shares.
Sample 1

Related to US Shareholders

  • SELLING SHAREHOLDERS The common stock being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders, upon exercise of the warrants. For additional information regarding the issuances of those shares of common stock and warrants, see "Private Placement of Common Shares and Warrants" above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrants, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock and warrants, as of ________, 2018, assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the selling shareholders in the __________________ and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the warrants, a selling shareholder may not exercise the warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed [4.99]% of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of the warrants which have not been exercised. The number of shares in the second column does not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See "Plan of Distribution." Name of Selling Shareholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Annex C THEMAVEN, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of TheMaven, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!